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Terms of Use

Updated: 3/05/2015

Please read these terms of use (“agreement” or “terms of use”) carefully before using the services offered by Fieldtek, Inc., conducting business as Spex. This agreement sets forth the legally binding terms and conditions for you and your business or other legal entity’s (“you” or “user”) use of the Spex platform of software services (the “services”) offered by Fieldtek, Inc. (“Spex,” “company,” “we,” “our,” or “us”). this includes various websites owned and operated by us, including, without limitation, the www.spexreport.com website and domain name (“sites”), and any other features, content, or applications offered connection therewith (collectively, the “service”).

By using our websites, using our services, by clicking an online acceptance button, or by executing an agreement that references these terms of use, you consent to be legally bound by all the terms and conditions of the agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the service. We may, in our sole discretion, modify or revise these terms at any time by updating this posting. you are bound by any such modification or revision and should therefore visit this page periodically to review these terms. your continued use after any modification indicates your acceptance of such modification and, if any modification is not acceptable to you, your sole remedy and recourse is to discontinue use of the service.

Apple Inc., and Apple’s subsidiaries, are third party beneficiaries of this agreement and are not parties to this agreement. upon your acceptance of the terms and conditions of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary hereof.

You may not access the service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Fieldtek, Inc., is a Delaware company that owns and operates spexreport.com, through which we provide services that enable you to perform real property inspections and other similar activities on mobile devices.

General Terms Of Service

Description of Service

We offer hosted and local software (“Software”) as part of, and to provide, the Service. You must have access to the Software in order to use Services that we offer. You should not use the Software or Service in any place, situation or conditions that may be unsafe or dangerous or present any risk of injury to you or someone else or of property damage. Use of the Software and Service is at your own risk.

We offer mobile-based point-of-inspection software with an online-hosted software component as a complete real property inspection software solution as part of, and to provide, the Service.

The Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.

The Software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or Service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department's compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You represent and warrant that you're not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

Collection and Use of Information and Inspection Data

You acknowledge that when you download, install or use the Services, we may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Service. You also may be required to provide certain information about yourself and company, including billing information, a valid email address and mobile telephone number, as a condition to downloading, installing or using the Services. All information (“User Data”) we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using and providing information to or through the Service, you consent to all actions taken by us with respect to your information in compliance with the <%= link_to 'Privacy Policy', '/privacy.html' %>, including automatically adding you to our email and text-messaging lists for purposes of sending you informative emails and text messages.

Updates to the Services

You may subscribe to additional Services, including new service offerings, as may be made available from time to time, or increase your existing service by contacting us and following our signup instructions, as part of the Services. Each new service signup instruction will include the price and billing date(s) of the Services being added at that time. All new services are subject to these General Terms of Service. We may add or remove functionalities or features, and we may suspend or stop all or part of the Services in our discretion.

Customer Support

We will use reasonable efforts to provide technical support services to you and your authorized users who have subscribed to the Services based on the level of support attributed to your account.

Registration

As a condition to using certain aspects of the Service, you will be required to register with Company and enter a password with email (“User Profile”). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Company account. You shall not (i) select or use as a User Profile a company name or email of another person with the intent to impersonate that person or company; (ii) use as a User Profile a company name subject to any rights of a company other than your company without appropriate authorization; or (iii) use as a User Profile a name that is otherwise offensive, vulgar or obscene. Company reserves the right to refuse registration of, or cancel a User Profile in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall never use another user’s account. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

License

We hereby grant to you the limited, nonexclusive right and license to use the Service (including without limitation to download, install, and operate the mobile software application components thereof) all in accordance herewith and with such instructions and documentation as we may post on the Sites or otherwise communicate from time to time. Only you may use your Spex account.

Non-Payment and Suspension

In addition to any other rights granted to Spex herein, Spex reserves the right to suspend or terminate this Agreement and User’s access to the Service if User’s account becomes late or User fails to maintain with Spex a valid credit card or form of payment as provided herein. Spex may impose interest at a rate equal to the lesser of 1% per month or the maximum amount permitted by applicable law for any delinquent accounts, as well as all expenses of collection.

Spex reserves the right to impose an administrative fee in the event User’s account access is suspended and thereafter reinstated. User agrees and acknowledges that Spex has no obligation to retain User Data upon suspension or termination of a subscription beyond the designated term stipulated in the account.

Charges and Billing

Spex charges and collects non-refundable fees in advance for use of the Service. Spex will automatically renew User’s subscription unless User gives notice of non-renewal at least 30 days before the end of the relevant subscription term. Spex will charge User’s credit card or other payment method every month or year, depending on User’s authorization and subscription type. Spex grants no refunds or credits for partial months or years of Service. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies or duties. Spex charges for the Service excludes taxes, taxes, phone and Internet access charges and other data transmissions. Your invoice may include taxes, levies or duties that Spex is required to collect by applicable taxing jurisdictions. User must provide Spex with a valid credit card as a condition to subscribing to the Service. Spex reserves the right to modify its fees and to introduce new charges at any time, upon at least 15 days prior notice to User, which notice may be provided by email or posted on the Sites or otherwise communicated.

Spex allows User to make certain changes to their subscription during the subscription term. Such changes are applicable to the next billing cycle. Spex will not extend any credit or refund for partial months of service in the case of downgrades to a monthly subscription. The expiration/renewal date of Service, whether monthly or annual, will not change. Fees may not be credited towards other Services.

User shall maintain with Spex a valid credit card at all times unless alternative methods of payment have been agreed upon. Regardless of User’s payment method, User’s subscription to the Service authorizes Spex to charge User’s credit card. This authorization shall remain valid until 30 days after termination or cancellation of User’s account, whereupon Spex may charge User’s credit card for any outstanding charges as may be applicable.

User agrees to provide and maintain to Spex complete and accurate billing and contact information. This information includes User’s legal name or company name, credit card and billing address, email address, name and telephone number of an authorized billing contact. User agrees to update this information immediately upon change to it or in the event of a lost or stolen credit card. If the contact or billing information User has provided is false or fraudulent, Spex reserves the right to terminate User’s access to the Service in addition to any other legal remedies.

User agrees to maintain a minimum level subscription in order for Spex to store and maintain data. Failure to maintain the minimum agreed subscription will result in termination of User’s service and deletion of data within 30 days. If no minimum level subscription has been agreed, then it shall default to one user license unless otherwise agreed in writing.

User Cancellation and Termination upon Expiration.

Subject to the terms and conditions of this Agreement, User may cancel the Service by emailing [email protected], unless bound by an annual term. Such cancellation shall be in writing and Spex will provide instructions on how to continue with the cancellation process. Failure to comply with the process provided by Spex will not result in proper cancellation and your account will continue to be charged.

For monthly subscriptions, User is purchasing the Service for full monthly terms, If User terminates Service prior to the end of a monthly term, User will be responsible for that month’s full fee through the end of the then-current term, including, without limitation, unbilled charges, which will immediately become due and payable. User shall pay all accrued but unpaid fees upon expiration of the term of or termination of Service.

For fixed term annual subscriptions (i.e., twelve (12) months), User has committed to purchase the Service for the full annual term, to be paid annually in advance. User’s annual subscription will renew automatically after the initial fixed term is over, unless terminated as herein provided. User may cancel the Service prior to expiration of the annual term without refund. User shall pay all accrued but unpaid fees upon expiration of the term of or termination of Service.

Upon cancellation, User will no longer have access to the Service and all information contained within User’s account and User Data will be automatically, permanently and irreversibly deleted. Spex accepts no liability for such deleted information or User Data.

Reactivation of Service After Cancellation

Spex does not guarantee to maintain User’s data for more than 30 days after a cancellation and we may not be able to reinstate User’s data.

Internet Delays and Electronic Communications Privacy Act Notice

Spex services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Spex is not responsible for any delays, delivery failures, or other damage resulting from such problems.

Spex Forms, Templates and Documents

Spex standard forms, inspection templates and protocols documents (the “Forms”) are provided purely as a service to you and are not intended to provide specific professional advice to you or any third party. You acknowledge and agree that the Forms are provided to you on the basis that you understand the legal requirements surrounding property or other such inspections in your local, state and federal jurisdiction, and that any use or reliance on the Forms to perform such inspections shall be entirely at your own risk. You should consult an attorney before using or relying on the Forms if there is any doubt surrounding their legality in your jurisdiction. In no event shall Spex and its affiliates be liable for any direct, indirect, consequential or exemplary damages or expenses (including attorney’s fees and costs) or any claim arising from or in connection with the use of the Forms. The use of Forms are subject to these Terms of Use. Should you require modification to the Forms for use in jurisdiction then you should contact Spex support to inquire about the possibility of obtaining such modifications for your account. Spex in no way guarantees that such modification will be attainable and additional fees may be required where modification is possible.

Spex Proprietary Rights

As between Spex and you, Spex or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms of Use. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms of Use. All rights not explicitly granted to you are reserved by Spex. In the event that you provide comments, suggestions and recommendations to Spex with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, "Feedback"), You hereby grant to Spex a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.

User Content

By entering any content or data onto our Service, you represent and warrant to us that you have the right to so submit such content and that our use of your content as described herein will not infringe or violate the rights of any third party.

User Disputes

You are solely responsible for your interactions with other users of our Service. We reserve the right, but have no obligation, to monitor interactions between you and other users.

Termination

Spex may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your company account. If you wish to terminate your account, you may do so by following the instructions on the Sites or by contacting our support department. Any fees paid hereunder are non-refundable. All provisions of the Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

Company makes no representations concerning any Content contained in or accessed through the Service, and (other than may be specified in a Service Level Agreement with a particular User) Company will not be responsible or liable for the reliability, timeliness, quality, suitability, availability, accuracy, completeness, copyright compliance, legality or decency of any Content or material contained in or accessed through the Service. You should independently verify all Content and other information that you access through the Service. By using the Service, you agree that Spex shall not be responsible for (i) any Content, (ii) any person’s or company’s reliance on any such Content, whether or not correct, current and complete, or (iii) the consequences of any action that you or any other person or company takes or fails to take based on any Content or otherwise as a result of your use of the Service. Your use of or reliance on any Content is at your own risk.

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SPEX, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (IV) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITES OR ANY WEBSITE LINKED TO THE SITES.

Spex will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential information, or any other Content stored on Spex equipment, transmitted over networks accessed by the Sites, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless Spex, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Sites, Service, Content, or otherwise from any content that you post to the Sites, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE), (III) FOR YOUR RELIANCE ON THE SERVICE (IV) FOR PERSONAL INJURY OR DEATH, OR (V) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00) OR, IF GREATER, THE FEES PAID BY YOU FOR THE SERVICE IN THE PRECEDING SIX (6) MONTH PERIOD. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Dispute Resolution

The Agreement and any dispute arising out of or in connection with the Agreement shall be governed by and construed under the laws of the State of Colorado, without regard to the principles of conflict of laws. All disputes arising out of or related to the Agreement shall be subject to the exclusive jurisdiction and venue of the Colorado state and federal courts for Denver, Colorado, and the parties consent to the personal and exclusive jurisdiction of these courts

Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). The Terms of Use are personal to you, and are not assignable, transferable by you except with Company’s prior written consent. Spex may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Service, the prevailing party will be entitled to recover costs and attorneys’ fees.

Notices

We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service. All notices under the Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You may provide legal notice to us via email to [email protected]. Any such notice must specifically reference that it is a notice given under these Terms of Use.

Fair Use Policy

Use of Spex Services will be subject to fair use policy as modified from time to time at Company’s discretion. Your account may be reviewed when fair usage limits are reached and Spex may limit your usage after that.

Use Of Customer Logos

Unless presented with a written agreement stating otherwise, Spex may use customers’ logo and or/trademark on the Sites and in other marketing materials.